Exhibit 32

      Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


In  connection  with the  accompanying  Annual  Report on Form 10-K for the year
ended December 31, 2004 (the "Report") of Denbury Resources Inc.  ("Denbury") as
filed with the Securities and Exchange Commission on March 15, 2005, each of the
undersigned, in his capacity as an officer of Denbury, hereby certifies pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that to his knowledge:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of Denbury.


Dated: March 15, 2005           /s/ Gareth Roberts
                                ------------------
                                Gareth Roberts
                                President and Chief Executive Officer


Dated: March 15, 2005           /s/ Phil Rykhoek
                                ----------------
                                Phil Rykhoek
                                Sr. Vice President and Chief Financial Officer